


Making the Grade

by usermechanics



Category: Huniepop & Huniecam (Video Games)
Genre: Anal Fingering, Explicit Sexual Content, F/F, Rimming, Teacher-Student Relationship, Threesome - F/F/F, University, Vaginal Fingering
Language: English
Status: Completed
Published: 2020-03-08
Updated: 2020-03-08
Packaged: 2021-03-01 02:14:10
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 7,854
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/23067568
Author URL: https://archiveofourown.org/users/usermechanics/pseuds/usermechanics
Summary: After earning a B- on one of her tests, Tiffany seeks help in improving her grade.Asking Audrey might not have been the best idea.
Relationships: Audrey Belrose/Tiffany Maye/Aiko Yumi
Comments: 1
Kudos: 23





	Making the Grade

**Author's Note:**

> Repost, because the original source of this fic is down. Content is my own, except for the characters whom I don't own, you get the deal.

"Can I come in?"

"Yea, yea, make yourself at home."

Audrey's dorm room was small and reeked of cigarettes, a stench which was all too familiar for anyone who knew her. The otherwise-white walls of her living area were covered in different posters, a mixture of dark and angular patterns mixed in with a ton of different models in lingerie or less (Tiffany personally couldn't agree with the Misty poster hanging up on her wall). Two bean bags sat in the middle of the room, and Audrey slumped into one of them, pointing to the other for Tiffany to sit. As she did, she pulled out the reason why she wanted to talk with Audrey, about something that was troubling her.

"What's this?" Audrey scoffed.

"It was our latest test in astronomy, and it is the end of my career as a student!"

"What'd you get?"

"I'd rather not talk about it…"

Audrey stayed still for a moment before reaching for the paper Tiffany clutched against her chest. After a bit of fidgeting and a few papers tearing, Audrey grasped ahold of it and looked at the corner, where Tiffany's grade lay.

B-.

"Are you serious right now, Tiffany? You think a B- is going to ruin your life?"

"Well," Tiffany flushed. "This is the first B I've ever gotten in school, and I was hoping to be valedictorian! I even talked with Professor Yumi about it immediately after class, and she told me that I was just out of luck."

"Yea, sure she said that."

"Professor Yumi says she won't take off the worst grade-"

"Oh, please!" Audrey scoffed, "I think I see Aiko more at the mall than I do at school!"

"Audrey, I see you more at the mall than in school and we're in the same class."

"What's your point? Do you really think Aiko gives a shit about her job? She's always going to the same liquor stores and flirting with everyone she could find. Honestly, she only works here because a lot of hotties come here."

"But shouldn't she be more worried about her classes?"

Audrey laughed, as if it were ridiculous to go to college for an education.

"She sees college like how I see it, as a place to meet up with hotties, to get fucked, and to get fucked by hotties. I mean, that's why she'd fuck someone like me…"

"You mean," Tiffany gasped, "you do it with Professor Yumi?"

"Yeah, of course I fuck Aiko." Audrey scoffed. "How do you think I have an A in the class?"

Tiffany scooted back a bit, her face flushing red at Audrey's retort. Audrey was getting the exact same marks as she was, but instead of doing it fairly and squarely, she was cheating. Aiko was less a professor to her than she was a grade mama. She probably knew more about Aiko's bits than she did the course material, and she had an A.

"You have an A?"

"Yeah, Tiffany. Apparently I'm one of the best she's ever had."

"Are you serious?"

"Mhm. I can even help you with that little grade of yours if you're willing to flaunt what you got." In the case that Tiffany didn't understand what she was saying, Audrey made a point of shifting her gaze from her eyes to her chest. And she made sure her point got across by asking her, "you're head cheerleader, right?"

"Of course!" Tiffany stood up, filled with pride for her school-even if one professor was missing the point of quality education, the school she represented had a deep heritage, and as the head cheerleader,

"Yeah, Aiko'd love a hot body like you in her bed."

Tiffany froze.

"What?"

"I'm telling you to fuck Aiko if you're gonna make such a stink about that B-."

"I can't!"

"Why not?" Audrey stood up, a smirk on her face. She sashayed over to Tiffany, making sure that she accentuate what little curves were on her body with each step. Audrey couldn't be seductive from afar, but as she closed the distance between herself and Tiffany, she couldn't help being a bit handsy, with her hands resting at her hips.

If it weren't for their numerous nightclub ventures before, it would have terrified Tiffany to no end having her do this to her.

"Is your boyfriend going to be worried about you or something?"

"I-I-I," Tiffany stammered. Audrey was steering this conversation like she would a car after a good night at the club. "I don't have a boyfriend! You know this!"

"Mhm," Audrey nodded, pressing her hips into Tiffany's. "What about your girlfriend? I don't mind though, Tiffany..."

Once more, a devious swerve. She didn't understand how even with alcohol in her system she was able to stay a virgin despite how many times Audrey's pulled stunts like this on her. Yet, today, it was seeming to be working, be it the fear of her grade or the fact that they were alone together…

"I don't have one…" Tiffany squeaked.

"Then what's the matter with fucking Aiko? She's really good with her hands, and she tastes fantastic..."

Tiffany wanted out. No, at the rate that this was going, she needed out if she wanted a scrap of her sanity left. But she was imprisoned by slim fingers, who punished Tiffany's attempted escape by pressing into the flesh of her ass. She didn't know what was building up inside of her; she was supposed to be this straight-A student who could do no wrong.

"Audrey, I'm not sure if-"

"If you want me to go, I'll go. I'm down to fuck Aiko any time of the day, any day."

How Audrey spoke so matter-of-factly shushed her. It was almost as if Audrey was making an excuse for herself to fuck Aiko again. Tiffany stammered slightly, trying to find the right word to describe what she felt. This was too far beyond what she was comfortable with, but at the same time, there was something enticing about it, something about having Audrey helping out, making sure that she didn't feel too bad about it…

And if that weren't enough, her brain was working overtime creating images of Audrey and Aiko; stripping each other, touching each other's naked forms…

As much as she didn't want to follow in her mother's footsteps, to become this overly-sexual being whose lust was the main thing controlling her, Tiffany was a Maye, and as much as it took to crack, that Maye blood finally came out in a sigh. Tiffany knew her instincts were taking the best of her, even if it was just for the sake of a grade.

"I want you to go, but I don't want you to tell anyone about this."

Audrey giggled and gave her a quick kiss on the lips.

"That's what I wanted to hear!"

* * *

"Audrey," Tiffany asked, her fingers running along the hem of her shirt, right above her belly. "Are you sure I have to wear this?"

"I'd say it's not revealing enough!"

Certainly, Tiffany would have agreed with that statement if she were at a club, where everyone dressed in a manner like how Audrey did, but parading herself in a crop top and short shorts on campus seemed to be a bit much for her. She wished she could have just worn something like a trench coat over it, so that she could hide herself from the relentless onslaught of glances she knew had been fixated on every inch of skin she showed. She didn't even know how Audrey felt completely fine parading herself in a shirt which ended right at the bottom of her chest and a short skirt which was at least an inch too short for her.

At the very least, the worst of it was over, and they were directly in front of Aiko's office. Tiffany was frozen, knowing that she would be fucked if she were seen like this in front of her professor; Audrey, however, wasn't so bothered by it, and she rapped her knuckles against the door, making sure that whoever was inside heard. Tiffany nervously pulled down on the hem of her skirt as she heard the door open, greeted by the gaze which she knew very well from her physics class. Aiko. Tiffany couldn't let a word out from her embarrassment, and she was thankful that Audrey was there, ready to let out a few choice words towards her professor.

"Hey, Aiko! I hope we're not interrupting any appointments right now. I was wondering if you could help Tiffany raise her grade on that last test we took."

As an arm wrapped around Tiffany's waist, she stood even taller for a moment, petrified at the whole ordeal. But as Audrey's fingers dug into her side, she slowly started to melt into them. It wasn't enough to help her speak, but Aiko filled the silence.

"Oh, hey, Audrey! I thought you were going to ask to raise your grade and you wanted to show my star student how she could get some extra credit."

"Nah. You know how Tiffany is. She's a bit shy around people but she's really dedicated to her grades. Isn't that right, Tiffany?"

The only reason Tiffany was acting like this, unable to speak, was that she was absolutely appalled at how she found herself in this situation, and she found it almost impossible to say that she wanted Aiko to fuck her. It felt so wrong, knowing that this wasn't for anything more than a grade raise.

...but what kind of ethics lecture would she be able to spill out knowing that Aiko's chest was practically ready to burst out of her shirt, especially with the top few buttons undone?

"Not exactly. I'm just not used to talking during appointments about grades." Tiffany was surprised that she was able to respond.

"Come in, come in."

Audrey dragged Tiffany into the tiny room and shut the door behind them. A desk filled the majority of the room, with a few chairs situated in front of it. Tiffany sat down in one of them, but as she quickly learned, there wasn't going to be a lot of talking during their appointment.

She learned that the moment that Aiko slammed Audrey into the wall behind her and started making out with her.

Tiffany was spellbound at the sight of her professor digging her tongue into Audrey's mouth, her hands dutifully digging at every bit of skin she could claim in her palms. Audrey in turn had been moaning directly into her mouth, spilling out like how the flesh of Aiko's rear spilled out between her fingers as she squeezed at her buttocks. She could see their tongues twirling around in the space between their lips, and every bite Aiko gave to Audrey's lower lip whenever she needed to pull back for air.

And the words they were saying to one another in between those breaths made the situation worse.

"You definitely need to learn your lesson, don't you, Audrey?"

"Yes, Miss!"

Tiffany had never heard Audrey talk like that. From the day she met Audrey, she thought of her as commanding, one who loved to take charge, and she knew that if there was any time where she'd be in the bedroom with her, it'd end up with her tied up. And she was saying stuff so submissively to her professor? Tiffany pressed her legs together at the thought of what Aiko would have been doing with her, her hands tugging down at her skirt so neither would see if there was a stain on her panties or not. Even if there wasn't, she was feeling hot just looking at them, and she knew that there was going to be one quite soon if there wasn't one already.

Feverish moans filled the air as Aiko sandwiched Audrey's hips between her own and the wall behind her, giving a slow grind against her. Lewd slurps mixed between their kisses at moments where Audrey needed to pull away for air, but Aiko wouldn't be so kind to her. Whenever Audrey pulled back, Aiko pushed forward, making sure that there wouldn't be so much time for her to breathe. This kept going until Audrey's head hit the wall, where her eyes instinctively widened. It was at that moment where Aiko pulled away, only to whisper something against her lips.

"Breathe through your nose. How many times have we done this before?"

Once more, Aiko smashed her lips into Audrey's before she could even respond. She knew that in every size she overpowered her, a feeling which was further exacerbated as she pressed her chest into Audrey's. It was a message of power, a message of dominance: Aiko wanted to make sure that Audrey knew that she was a bad student, and she would be treated as such.

Aiko pulled her hips away, only to slide a knee in between Audrey's legs, eagerly teasing at her crotch. Audrey took that bait, letting her hips slide back and forth in a rough tandem, grinding herself against the smooth flesh of her leg. She bucked against it, desperate for friction, as she moaned into Aiko's mouth. Aiko pulled away as she did, letting that moan reverberate through the room and into their audience's ears. Even though it had seemed like for a moment, Aiko was only busy thinking about Audrey, she looked behind her shoulder, looking directly at Tiffany.

"Don't think I forgot about you, Tiffany. You said you needed help raising your grade."

Aiko's glance re-froze Tiffany. There was no way she was actually enjoying watching Audrey being put in a scenario like that, even if Audrey was fully enjoying herself. Her gaze was dark with lust, almost ready to ask if she wanted to join in on the festivities. She was lost for a moment in those dark eyes, and she was actually wondering if she wanted to participate. And she was appalled that she stood up, as if ready to join the two of them in their escapades. She walked towards them and was greeted with open arms and open hands digging into her derriere.

Or, rather, Audrey's hand digging into her derriere. Aiko grabbed Tiffany's chin between her thumb and forefinger and turned her so she was directly facing her, their faces dangerously close to one another. The dark lust that was once in her eyes softened slightly, almost as if she was a bit concerned that Tiffany wasn't as ready to take on the roles that Audrey took. Yet, there was still lust evident in her eyes. If that wasn't enough to help heat her up, then Audrey's hands messing with her butt were definitely trying to make her feel hornier, to loosen up the straightedge nature she held dearest, and once more let out that Maye blood for Aiko to see. And with a smack to her rear, Audrey did her goal well.

"And how's my favorite professor?" Tiffany was halfway shocked that she purred that out so smoothly, and was perhaps even more shocked that she enjoyed the response Aiko gave her: she was now victim of her kissing, desperately trying to match the skill and deft of the lips of someone her senior in age and educational standing. With how swift and commanding her lips were, along with her tongue plunging into her mouth, it felt almost as if Aiko's Ph.D wasn't in physics, but in sexual studies. What exacerbated things was how Audrey nipped at her ears and mewled, talking about how fantastic a woman Aiko was and how lucky she should be that she was kissing her.

Tiffany couldn't disagree.

The kiss felt like five seconds but it was much closer to one; still, saliva dribbled onto her lips as she pulled away. Audrey whined as she watched her pull away, and in a frenzy she turned Tiffany around.

"Miss, can I have a taste of Tiffany, too?"

"I'm not saying you're gonna get hooked, but…"

The rest of Aiko's statement fell on deaf ears to both of them: Tiffany was too busy with Audrey's tongue trying to dig into her throat. She was trying to dominate, to show that she had some power. As she swirled her tongue around Tiffany's mouth, stealing her moans, she was proving a point to Aiko: that she was better than Tiffany at this, that she should be the one Aiko paid more attention to.

And if that was what Audrey felt, then Tiffany felt like firing back. It was that cheerleading spirit: she wasn't going to lose to anyone, not even the person who brought her here in the first place. It didn't matter that Audrey had done this before, or that they were more or less fighting for their professor's sexual approval. This wasn't a game to her: it was a matter of showing that she was the star student, and if she needed to prove herself in this aspect, then so be it.

Thankfully, she was the one being sandwiched; as she felt Aiko's chest pressing against her back, she let out a dulcet sigh into Audrey's mouth, knowing that she had that going for her. She felt her hands sliding along her exposed midriff, rolling her hips upward so that Aiko knew where her hands should have been going next. She couldn't help herself; between Audrey's hands' resting position digging into her ass and Aiko roaming around her belly as if wondering to attack her breasts or groin first, she was growing hornier by the second. And that horniness showed as she plunged her tongue into Audrey's mouth, letting her take a taste of her palate; it was the same bitterness of her tongue, almost a bit ashy. It was nothing, she bet, compared to how she tasted comparatively.

"Tiffany, pull away for a second, dear," she heard from behind her. She followed Aiko's orders, leaving both of them panting and drooling. What dribbled from her lips landed on her top as Aiko lifted it from her body; Tiffany's arms rose so that she could shuck the garment aside, just leaving her in a hot pink bra. Aiko leaned in, looking down at her choice of lingerie.

"Truly a cheerleader color," she chuckled into her ear as her hands cupped her breasts, giving them a hefty squeeze. Tiffany bit her lip, digging her fingers into the hem of Audrey's so-called top to shuck it off. As she expected, Audrey didn't wear anything underneath: pale pink nipples poked from her moderate breasts, almost begging for attention.

"I'm not surprised, Audrey," Aiko joked, leaning forward so that she could steal a kiss from her.

Even though Aiko just wanted a peck, Audrey had turned that peck into a full-fledged snog, immediately delving her tongue into Aiko's mouth. Tiffany ducked, finding her head smothered between their breasts. That didn't matter much to Tiffany, who delighted in giving Audrey's left nipple a suckle. She felt Audrey's chest rising and falling with her breathing, growing faster and more ragged. Her tongue flicked around, unsure about how to toy with her tit, but one thing was clear from the start, one thing she learned from the few sexual escapades she had before: her nipple was a fantastic go-to. With every lap at it, she felt her heart skipping a beat and heard Audrey's moans deliciously leaking past her lips. She slathered her breast with saliva, her tongue dutifully dancing around as if it were its own personal football field.

As Aiko pulled away from Audrey, Tiffany found relief and stood back up, only to feel Aiko's hands at her back, right where her bra strap was. With a bit of fiddling, it fell to the ground, her chest fully exposed to Audrey. She reached around as it fell, groping at one of Tiffany's tits with one hand and bringing her other to the back of Audrey's hand so she could suckle upon the other. Her eyes crossed at the sensations of her breasts being toyed with, and before she could give a moan, Aiko cocked her head and pressed her lips against the corner of Tiffany's lips. As Tiffany turned in kind, their lips met once more, heatedly meshing.

Aiko swallowed her moans eagerly, her forefinger and thumb holding onto Tiffany's nipple. She enjoyed every squeak she gave as she tweaked it, rolled it around, twisted it like it was something for her to play with. Her hips bucked between Audrey's and Aiko's, who gave no remorse in sandwiching her further in response. As Aiko's hand left Audrey's locks, she pulled back for a second.

"She tastes fantastic, Miss! Look how perky she is!"

The words fell on deaf ears; they were redundant to her, considering that her hand was palming the one which Audrey wasn't licking at, she knew how perky she was, and with her tongue far inside of Tiffany's lips, she knew that she tasted fantastic. Audrey didn't take that silence kindly, feeling as if she had been ignored by both of them, and she lowered herself, leaving Aiko with her hands acting as a bra for Tiffany.

Audrey saw something that was definitely more interesting for her: Tiffany's writhing hips, trying to roll in sync with Aiko's motions behind her. Each flutter caused her skirt to jump, revealing a pair of panties which not only matched her bra, but had a visible stain right between the legs. Audrey giggled and delved her finger into that warm invitation, letting Tiffany's squeaks and squishes be music to her ears. As much as she wanted to keep prodding, to poke at Tiffany's sex until she was screaming for her to take them off and eat her out already, she wanted more; the way that her scent permeated through that cloth and wafted into Audrey's nose left her dumbfounded and thirsty. She couldn't help herself from digging in a bit early, and she yanked her panties down, smearing them down her thigh and calf before it hit the ground.

Audrey looked up at her newly-uncovered prize: the pink, hairless, sweltering cunt of the head cheerleader. If Aiko was going to be so busy manhandling her chest, then it was all fair that she would be the first to have a taste. Tiffany twitched as Audrey grabbed her hips, and she looked down with some concern, almost as if the sight of a close friend between her legs made her realize exactly what she got herself into.

"Relax, Tiffany! You're not a virgin, are you?"

Tiffany flushed, stuttering out her negative reply.

"Then you'll love this!"

Before Tiffany could ask what she'd love, she threw her head back in bliss. The way that Audrey's tongue swirled around her folds made her weak in the knees, leaving her hands on Audrey's head for support. That, and there wasn't any way Tiffany was going to allow her to stop. Her hips rolled all over Audrey's face while she smothered her own with Aiko's, letting her swallow down every moan she choked out. Audrey hadn't even entered her yet, and she was feeling her juices leaking out, almost as if beckoning her to, at least for a second, fuck her. She didn't care what went in, whether it was a finger, a tongue, or even a dry-erase marker: Tiffany needed something inside of her.

She pulled away from Aiko's lips and let out a scream: she didn't know who heard it nor did she care. She needed to let it out, a way to free herself from the oppressive teasing that Audrey was giving: all she was doing was lapping around her sex, taking any of the juices which leaked out for herself. No attention had been spent on her clit nor her entrance, and she could feel each throb through her body of her attention-deprived body. Aiko cooed for a moment before reprimanding Audrey.

"Audrey, don't tease her like this."

"But Miss, I brought them today!"

Brought what? Tiffany's mind clouded for a moment about what exactly Audrey could have brought. It was one thing to enjoy something like sex, but this wasn't a place where she would let Audrey have fun with her substances. She wasn't ready for it; it didn't matter how much better Audrey said a pill made sex.

"So they are? Get them out, then, and give Tiffany some of them. She'll love them."

As quickly as she could, Audrey pulled away from Tiffany and headed over to her bag. In the case that either was looking, she made sure to put a sashay into every step she made to emphasize her petite form, and she made even more sure to bend over to grab her bag. She left little to the imagination, making sure to step her feet apart just so they knew that she wasn't wearing anything underneath that skirt. Tiffany was watching intently, her tongue almost instinctively coming out to lap at her lips. If she were to be treated like a snack by Audrey, then it was only fair that she came to the same conclusions about her in this room.

"She's a piece of work, alright," Aiko sighed, twirling Tiffany around so that she could press her front against hers. The coarse jacket Aiko wore felt itchy and uncomfortable, especially with how sensitive her chest was. Tiffany whined and reached for the button on her professor's jacket, tugging on it as if she were desperate to undo it. Aiko's eyes widened, almost impressed by how lewdly she was acting.

"I want to get my grade up, professor…" Tiffany spoke in almost a slurred voice. She was drunk with libido, ready to free herself from her licentious poison in any way possible. "Audrey's been teasing me and I need relief!"

"As I said, she's something else," Aiko murmured against Tiffany's lips before giving her a peck. Unlike Audrey's roughness, Aiko's hands were surreally smooth along her nude skin, leaving her skin almost tingling just from a lack of touch. And her hands rolled down her spine; as they did, Tiffany's eyes rolled to the back of her head, caught in a trance-like state of her sexual high combined with a light massage. It was beyond relieving to her. "I might need to do something with her sooner or later."

"Like wh-ah!"

Something soft, silicone, and thick poked between Tiffany's cheeks. She looked behind her to see Audrey between her cheeks, pressing a purple dildo against her taint. She rocked her hips, ready for her to be filled by that toy. She pushed her ass out, letting her drool all over the toy just to show how ready she was to be penetrated, and the louder moans she let out made sure that Audrey knew that she wanted her to penetrate.

And Audrey did.

Tiffany froze as she felt her walls giving way to the toy, her legs indefinitely clenched together in bliss. She feared that if she made any sudden movements, she'd be toppled over on top of Aiko and would have ruined everything. Thankfully, Aiko was there to support her, leaving her face directly between her breasts. Tiffany smothered herself, putting all of her focus in staying trapped in Aiko's bosom as she felt Audrey finally playing with her, thrusting that toy as far and deep as she could. She would have screamed if she were any less wet, but the toy was flying against her walls, her quim acting as a perfect lubricant. She couldn't feel the toy growing hotter: it was just a part of an ever-warming heat inside her core.

Tiffany was so close to cumming. She could feel everything tightening in her body around her core, trying to smash the dildo that was inside of her. She was dancing on the toy, her hips rolling in a desperate attempt to milk it out of every bit of pleasure that she could. Her hands, once busy playing with Aiko's jacket, had torn that garment apart by the center, not caring about the buttons which flew into her face. Her body was cramping, aching for the orgasm that built up inside of her, and every moment of Audrey teasing her, telling her how hot it was to watch her ride that toy, was breaking her. She was so drunk with lust that she was peeling off Aiko's clothes, not caring for anything except for when she felt Aiko's nipples rubbing against her cheeks.

When she came, it was the hardest she ever did. It started only a second or so after she felt Aiko's fingers dancing on her clit, and she felt her legs starting to disintegrate underneath her. Her juices flowed down the toy and onto Audrey's hand, pooling in her palm. Neither party gave up with what they were doing, and in Audrey's case, she was further incentivized to fuck her, to earn more of her quim, until she had just enough to drink. If she were to open her eyes or focus on anything, she would have seen Aiko, topless and eyes dark with lust.

"Isn't she great, Tiffany?" Whether or not Audrey was talking about Aiko or herself, she didn't care. All she could hear was the occasional comment about how cute she looked when she was cumming, and the sound of someone drinking from something. That something that she didn't know about was quickly revealed when Audrey asked if Aiko wanted to have a taste of her. Her clouded mind had just enough brainpower that she knew that Audrey was drinking her quim. What she didn't know was that she had thrown the dildo aside just so she could collect her juices in her cupped hands.

When Tiffany's orgasm subsided, she fell limp against Aiko, who quickly put her in a chair for the sake of recovering. To ensure that, she pressed a kiss on Tiffany's forehead and told her not to worry; she could come back in whenever she wanted. Aiko then turned around with a smirk, knowing that she was back to playing with just Audrey. Audrey's eyes widened at the realization before they found themselves on the floor. Her body joined her gaze on the floor, on her hands and knees. Audrey miserably crawled to Aiko, as if she knew that she was in trouble for something or another. With Aiko, there was always some rule she apparently "broke" for the sake of another punishment, and she felt as if she was going to get published for inviting someone to one of their study sessions. She squeaked as she felt Aiko's ankle against her forehead, and she gave a kiss to the top of her foot.

"I'm sorry, Miss. Tiffany wanted a higher grade and I told her that this is how I get my grades so good! I couldn't see her suffer, Miss!"

"Relax, Audrey. I wasn't going to punish you for this. Tiffany's a good girl, and I know she won't be doing this often. Hell, I want to thank you for inviting her tonight. Stand up," she instructed Audrey with a crooked finger, and she followed, standing as tall as she could.

The sight of a taller, bustier professor against someone so small and petite like Audrey was an interesting sight to say the least, but it was definitely sexy. Their frames contrasted each other just enough, with the bits of cloth that hung from Audrey's body almost as if they were trying to be complete opposites: the small and mighty, desperate to show off her femininity, and the taller who radiated pure womanliness just by standing. And as the two made out, Tiffany's hand found its way to her sweltering folds, giving them a languid poke. As warm as her hands were, it was like she poked herself with an icicle: nothing could compare to the heat which leaked from her entire body. Aching coldness aside, Tiffany fondled herself, her free hand playing with her chest as she gave the two the audience they wanted.

And after a few glances she saw the two shoot between each other and her, they knew that they had much more of a duty than just to play with each other: they were going to make sure that Tiffany liked every moment of Audrey's grading process.

Aiko's hands ran down Audrey's back while Audrey's hands ran down Aiko's sides. Taking a suggestive glance at Tiffany once in a while, Audrey would lash out her tongue, almost as if wondering if Aiko's wanted to come out and play. After a few swipes, Aiko's tongue caught hers and she pulled her closer until their lips met once more. Hungrily Audrey slurped, pushing her hips back as she felt Aiko's hands massaging her ass. The paleness of her skin made sure every mark Aiko made was completely visible, whether it was something as subtle as a pinch to her rear or as harsh as a spank. She toyed with her curvaceous canvas, taking those moans Audrey gave her as fuel to keep going. She rolled her hips into Audrey's, making sure that she take note of the one garment which was covering something left on her: her shorts, if she could call them that. Audrey tugged those down and hungrily pressed her fingers into Aiko's clothed sex, finally releasing a shudder from her.

But before Audrey could declare that she had the upper hand, Aiko spread Audrey's cheeks and pressed one of her fingers against her asshole, running it against the tight, puckered orifice. Audrey's eyes widened, her body almost turned a ghastly white with shock, and her lips pulled free from Aiko's. There wasn't anything she could do but let out a moan at the feeling of Aiko wanting to finger her ass, and she pushed her hips against her hand, hoping that a finger would actually enter her. Slowly, but surely, Aiko wiggled it inside of her, spreading her tight walls as she pushed herself until the first knuckle. Audrey's back bent backwards and her fingers dug into Aiko's shoulders as she wiggled around, hoping for that finger to play around in her ass.

"Fuck, Miss! Give it to me!"

Audrey let out another moan, her eyes almost crossing in pleasure as she felt Aiko slip a second finger into her asshole. She made sure to push just a bit further, opening up her entrance with every wiggle of her fingers. She wasn't keen on prepping Audrey for anything else, but she knew that slipping in anything more would have led to her squirting everywhere in a display that would have made Tiffany's seem weak.

"Miss!" Tiffany had never heard Audrey squeak before like that, but she couldn't deny it being one of the sexiest sounds she ever heard. The sound of someone who was so prone to leading people on being led on by the tips of two fingers was nothing more but music to Tiffany's ears. It was as melodic as the sounds of her cunt sloshing as she prodded at it and dug her fingers into it, making sure to give every bit of her sex as much love as she could. If she had a third hand, maybe she would have done what Aiko was doing to Audrey, to feel if it was really as great as it seemed. Maybe she could ask Audrey about it later, at a club setting or something like that.

Aiko peered over her shoulder, taking in the sight of Tiffany stuffing fingers between her turgid lips and rolling her pink, rubbery clit with her other hand. She let out a chuckle and leaned into Audrey's ear, speaking just loud enough that Tiffany could overhear her.

"How's it feel knowing she's getting off to you being fingered in the ass like this?"

"I-" Audrey choked out before she let out another moan. A sharp spank brought her back to reality, only for her to choke out another excuse of a sentence before succumbing to her orgasmic desires. It was only when Aiko pulled her fingers out and gave her a spank that Audrey was able to give her answer.

"Fuck! Yes, Miss! I love having your fingers in my ass! I'm your buttslut!"

Tiffany's eyes widened. She was used to things so foul coming from Audrey, whether it be in conversation, over text messages, and in how she dressed and almost seemed to call for having tattoos all over her body. But never did she say anything like that before: what had Aiko done to tame her like that? The sight of Audrey doing this to herself, debasing herself sexually over her professor, hadn't lost a single moment of value in Tiffany's eyes, and she felt herself going faster inside of her. It didn't matter that her hands were starting to cramp from all the masturbation. She wanted to ride out another orgasm, and if they were busy with each other, she needed to take things into her hands.

The thoughts of cumming were lost on her as she heard Audrey screaming again, ostensibly from having fingers shoved into her asshole again. She watched observantly as she watched Audrey riding Aiko's fingers, desperate to let out the heat and humiliation of what she just said. She let out deathly cries, bloody murder which should have gotten the entire faculty building's population concerned that Aiko was literally murdering one of her students. But that didn't matter to Audrey, who was spraying all over the floor the release of all that lust.

"Fuck yes!"

Aiko had pulled her fingers out from Audrey's rear and gave her another spank for good measure, leaving her wiggling around as her orgasm rode through her body. As Audrey convulsed and moaned, Aiko pulled further away from her, leaving her to her own devices as she gazed at her other student. She was just as surprised as Tiffany was red: never would she have expected her to be plunging three fingers into herself. She chuckled and walked around the chair Tiffany was sitting on, eyeing her like she was her next prey.

"Enjoying Audrey like that?"

Tiffany brought her free hand to her mouth to bite down on a finger. She shyly nodded. She was never used to seeing Audrey like this; every time she was at a club, Audrey found some private area, broom closet, or bathroom stall to use for privacy. Now there she was, squirming from an orgasm that probably made all those guys she fucked before seem unsatisfactory. She was growing warmer as she watched her, a warmth that started in her cheeks and spread throughout all of her face. She was feeling a bit lightheaded, almost as if her head was being squeezed with lustful fervor.

If only lustful fervor felt as nice as a professor's thighs against one's cheeks.

Tiffany watched as Aiko's feet crossed in front of her chest, resting her knees near her neck. Aiko parted her legs in that position just enough for Tiffany to turn herself around, and as she did so, Aiko pulled off her shorts and panties to her mid-thigh. Aiko's scent filled her nose as much as the twitching of her flushed clit drew her closer. As she drew closer, she felt almost a pressure, as if this whole party, with all the watching and Audrey, was a prelude to this moment: her grade felt like it fell on how talented she was with her tongue, and how well she ate her out.

Even if her grade wasn't on the line, Tiffany wanted to eat her out. It was a shame to say, but she understood exactly why her mother was like this, where she wanted to be in a stupor or libidinous bliss for the longest time she possibly could. And Aiko was mature and alluring in a school full of elderly faculty. She probably fucked a lot of her students, whether or not it was for a grade, and she knew that she was going to be the next in that long line.

She was a star student.

Tiffany swirled her tongue around Aiko's clit, feeling her legs shuddering against her cheeks. In spite of how much older she was, and that maturity which radiated from her, it surprised her that Aiko was already letting out moans. Her moans were nothing like she heard before: she knew from her times before that she was used to letting out little titters of enjoyment and slightly breathy moans. Aiko, however, was belting out her moans, not caring who heard; it was almost as if she was getting off to being fucked by her students. They were moans which echoed through the room and bounced inside of Tiffany's head, further clouding her mind. If she wanted to eat Aiko out now, the sounds and tastes were more than enough for that want to become a need. Tiffany sated her needs, her tongue speeding up and growing more adventurous with Aiko's slit. The swirls were now laps up and down, her tongue's tip spreading her slit open.

Aiko's hips aided with opening her folds for Tiffany's tongue by pushing her into her, and not even Tiffany's grip on her hips could get her close to stopping. She was going to ride her tongue for all of her worth, and she hadn't even slipped anything inside her yet. To combat this, Aiko grasped onto one of Tiffany's wrists, ripping her hand away from her wide hips and between her legs, just so she could feel her fingers pressing against her entrance, ready to be swallowed up. Aiko's hips aided in swallowing Tiffany's fingers until knuckles pressed against her lower lips, milking her digits with the loudest moan she gave out that afternoon.

Tiffany started fingering Aiko when she felt a few smaller, cold hands grasping onto her rear end from behind. She knew it was Audrey from how grabby her hands were, eagerly massaging Tiffany's ass. She let out moans into Aiko's pussy as she felt Audrey's thumbs toying with her folds, and those moans were returned in kind by Aiko, with an additional comment.

"Don't you have a grade to raise too, Audrey?"

Aiko peeled herself slightly off the desk so that the small of her back pressed against the edge. Pushing her hips up, the fullness of her ass was evident, and Audrey knew exactly what she wanted. With a hesitant sigh, Audrey ducked underneath Aiko and spread her ass open, letting her take a look at what lay between. Audrey licked her lips before dabbling a bit of saliva against Aiko's asshole. Aiko's eyes crossed with pleasure, and her hips bucked wantonly against both of their faces.

It didn't matter how good their tongues felt; they could have been completely skilless at what they were doing and she would have came eventually. Her entire lower body was alight with pleasure, damp and sticky whether it be from her juices or a bit of saliva, and she was pistoning herself. She wanted to feel Tiffany's fingers fill her to the brim, and she wanted to feel Audrey's tongue toying with her ass-maybe she'd even dig in further. And with each rock of her hips she felt it, the feeling she wanted more than anything else, and she gave her approval with a moan which resonated through the desk and into the floor.

Tiffany's free hand found purchase on Aiko's bust, idly pawing at the mass of flesh. Her palm was keen on finding her nipple-impossible not to by how much it stood out even compared to her goosebumped skin-and she idly ground on it. The only reason she occasionally switched was to relieve herself of cramps in her hands, not only from finger-fucking Aiko but from Aiko milking her fingers as much as she did.

And in the corner of her eye, Tiffany saw it: the dildo which Audrey used to make her cum. As soon as she could reach it, Tiffany grabbed it and clutched it against her chest, feeling the stickiness of her quim coating it. After a few moments, she realigned the toy with Aiko's entrance and she pushed in, bottoming the toy out with an exasperated moan leaking from her lips. Audrey, trying to replicate Tiffany's discovery, slipped a finger into Aiko's ass, licking all around her puckered hole.

That was enough to push Aiko over the edge. The feeling of being filled in both holes, with the rest of her sensitive spots in one way or another being lapped at or fondled was far too much for her to handle. In that strain, her dam burst, letting out a torrent of her juices out of her entrance when Tiffany pulled the toy out of her.

The moment she saw Aiko's cum leaking out, Audrey left the domain between her ass cheeks and slipped between Tiffany's thighs with her, eager to share in the delight of having her squirt on them. If Aiko had the energy left to look down and see what was going on between her legs, she would have seen Tiffany and Audrey making out, showered with her juices and having them coat most of their faces. Audrey was more than excited to lick Tiffany clean, and that excitement spread to Tiffany until they were cleaning each other feverishly. That was, until they heard Aiko let out a murmur.

Audrey was the first to freeze: she knew that it was at that moment where she heard whether or not she could skip whichever quiz it was. Tiffany soon followed, realizing that all of this would have been for naught if Aiko wasn't going to change her grade. If she was going to be known as a whore in the school for this, at least she could do it for the sake of her grade. But thankfully, with how Aiko was smiling down at them, it was almost as if she earned the approval of a goddess.

"Fuck, maybe you two should fail your tests more often so we can do this again."

"Does that mean you'll raise our grades?" Tiffany squeaked.

"Of course. Fuck, I haven't had a time like that in _months_."

Tiffany stood up and gathered her clothes timidly. As she put them on and made herself as decent as she could look, she felt a pang of shame through her body, almost as if there was something too wrong with what she was doing, having her grade rising like this. It defeated the point of school, the point of higher learning, if she was just going to bribe her way to a higher grade.

But at the same time, as she watched Audrey sitting on top of Aiko's lap, giving her a snog for the sake of thanking her for her grade, she couldn't help but want to bring her hand between her legs.

Of course, she'd keep her grades up, but maybe, just maybe, if she wanted to have a break from the monotony of school life, she'd fail a test with Professor Yumi.

**Author's Note:**

> Got any requests, ideas, or just want to hang out? [Come join my discord](https://discord.gg/YJPVY4K) or follow me on twitter: [@usermechanics](https://twitter.com/usermechanics)


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